The D&O Diary: “Delaware Chancery Court: A Sweeping Vision of Outside Directors’ Foreign Operations Oversight Responsibilities?

In the current global economy, many companies have operations and assets in far-flung corners of the world. These geographically dispersed arrangements have a number of implications for the concerned companies. According to a recent decision from the Delaware Court of Chancery, the arrangements may also have important implications of these companies’ outside directors, at least for those companies organized under Delaware law.

Kubo-Saito - ”Japanese Honors System and Incentives for Presidents”

Abstract: Career concern can mitigate agency problem between directors and shareholders. In thispaper, we extend source of career concern to non-financial incentive: honors conferredby government. Using data on a large sample of presidents of Japanese firms, weexamine the determinants and effect of honors conferred by government. We find that presidents’ probability of winning an order is positively related with his accounting performance.

TSE – Handbook on Practical Issues for Independent Directors and Statutory Auditors (English Translation)

(Supervised By Hideki Kanda –Written And Edited By Tokyo Stock Exchange, Inc.) Foreward by HidekiKanda- Tokyo Stock Exchange introduced rules relating to Independent Directors/Auditors (“Independent Director/Auditor System”) in December 2009. This System requires a listed company to secure among its outside directors/auditors one or more person who is unlikely to have conflicts of interest with general shareholders, and to notify Tokyo Stock Exchange of their appointment as Independent Director(s)/Auditor(s).

White & Case – FSA Working Group’s Recommendations with Respect to the Insider Trading Regulations of Japan

In response to recent high profile insider trading incidents conducted by tippees who received inside information from corporate insiders, especially in connection with public offerings made in Japan, on July 4, 2012, the Financial Services Agency of Japan (the “Japan FSA”) appointed the “Working Group on Insider Trading Regulations” (the “Working Group”) to evaluate and make recommendations regarding the future direction of the insider trading regulations in Japan.

GMI Metrics – Combined CEO Chair, Asset Turnover, Workplace Safety, Environmental Impact, Environ. Oversight, Eco-Efficienc

The following entry/metrics appeared as part of Governance Metrics International’s GMI Blog. GMI is the leading independent provider of global corporate governance and ESG ratings and research. Corporate stakeholders – including leading investors, insurers, auditors, regulators and others – use GovernanceMetrics services to identify and monitor risks related to non-financial measures covering key environmental, social, governance and accounting risk factors.

GMI Memo: Female Directors in the FTSE MIB

The following entry/metrics appeared as part of Governance Metrics International’s GMI Blog. GMI is the leading independent provider of global corporate governance and ESG ratings and research. Corporate stakeholders – including leading investors, insurers, auditors, regulators and others – use GovernanceMetrics services to identify and monitor risks related to non-financial measures covering key environmental, social, governance and accounting risk factors.

Institute of Japanese CPAs- Corporate Disclosure in Japan

(A bit old but useful) – This booklet is the sixth edition of Corporate Disclosure in Japan – Overview published by the International Relations Committee of the JICPA in order to provide both historical and current
information, including the above-mentioned content regarding the outline of the corporate disclosure system in Japan. I am certain that this booklet will help you to better understand an overview of the current status of corporate disclosure in Japan.